hoa president,vp secretary, and treasurer

What are the responsibilities of the 4 people who " head " the board of directors I will be on and are they paid by the association?

The president, vp, secretary and treasurer do not "head" the board of directors. They are the officers of the association, usually appointed or elected by the board of directors. The officers serve at the pleasure of the board and perform the duties specified in the association's bylaws, and carry out the instructions of the board. In most situations, the officers are elected/appointed from among the board members (directors). In that case, an individual serves in two roles: one as a director, and one as an officer. Only directors have a vote on the board of directors. Officers do not vote. When an individual is both a director and an officer, that person votes as a director; not as an officer.

The duties of the officers are spelled out in the association's bylaws.

President - A common misconception is that the president is "the boss." The only authority the president has is the authority given in the bylaws or by a vote of the board. The president answers to the board just as any other officer. The president "presides" at meetings of the board and the association. Normally, the president is responsible for setting the agenda and insuring that the meetings proceed in an orderly fashion (according to parliamentary procedure, generally informally) and that the board and association adheres to the bylaws and other documents governing the association. Usually, it is the president who signs documents (ie. contracts) attesting to the fact that the actions have been approved by the board. The president sometimes may be a signer or co-signer of checks.

Vice President - Acts for the president in his/her absence. May be assigned other duties according to the bylaws or by the board.

Secretary - Keeps the records of the association, records the minutes of each meeting and submits them to the board for approval.

Treasurer - Prepares and maintains the budget for the association and may perform other financial duties (ie. completing association tax returns, receiving dues and paying bills). Sometimes some of those duties may be handled by a professional or a management company under the direction of the treasurer. The treasurer normally signs the checks.

The duties above are not exhaustive.

Officers and directors usually serve without compensation unless permitted by state law and the association's documents provide otherwise.

From the Fairfax County (VA) Community Association Manual:

State laws require condominium and homeowner associations to be governed by an
“executive organ,” more often called the Board of Directors (or Trustees), the seat of authority in associations. The board manages and conducts the business of the association; it maintains and repairs the common property; enforces the covenants, conditions and restrictions as well as the adopted rules and regulations; and protects community standards and property values. In most associations, the number of directors is stipulated in the bylaws, but generally is large enough to avoid being overburdened with work, but small enough to be efficient. Directors or Trustees are elected by the membership, usually for terms of one to three years, and often staggered to provide a continuing level of experience and continuity on the board while accommodating “new blood” in its makeup and decision making.

Hierarchy of Documents (Order of Precedence) – The board can delegate duties to the property manager, committees, and/or staff employees, however, the final responsibility and authority for decisions and for fulfilling its obligations remains with the board. Directors must be aware of the laws and legal requirements applicable to their association and apply due consideration in all decisions and actions of the board. The board’s responsibilities and scope of authority are set out in the following hierarchy of documents or order of precedence:
• Federal laws (Civil Rights, Americans with Disabilities, Federal Fair Housing
Acts), regulations, and applicability of federal court decisions;
• State laws (HOA and Corporate), regulations, and court decisions;
• County/local ordinances, regulations, and court decisions;
• Declaration, Master Deed, and Covenants, Conditions and Restrictions (CCRs);
• Articles of Incorporation;
• Bylaws;
• Rules and Regulations; board resolutions.

Generally, board actions and decisions must yield to or comply with requirements or restrictions in documents of higher priority, precedence or legal standing. Federal laws at the top of the hierarchy are the most rigid and inflexible of documents and leave little or no discretionary choice. On the other hand, the adopted rules and regulations of the board’s making have the least legal standing and, therefore, are the best opportunity for flexibility and discretion. Between these extremes, the other documents provide more or less opportunity for discretion by the board. The board cannot adopt rules and regulations, or pass decisions that conflict with or violate provisions and requirements in the bylaws, the declaration, or a higher level of authority. Board decisions and resolutions cannot be in conflict on issues when the higher levels of authority are silent.

Directors must also understand and comply with the obligation of “shall” and “may” in any document. “Shall” means it is mandatory and that there is no permissible choice, whereas “may” means something may or may not be done – it is not mandatory but rather an opportunity for choice, using good business judgment, application of reasonableness, and understanding of the situation. Hopefully, all conflicts in the governing documents were eliminated by initial review, but in case of any conflict, the order of precedence will control and decide the issue. For example, if the bylaws say that the board “shall” do (whatever) that conflicts with the recorded declaration or state law, the precedence or hierarchy of the restrictive document will prevail over the bylaws.

Duty of Loyalty and The Business Judgment Rule – Board members are charged with a duty of loyalty and fiduciary responsibility to use good business judgment in conducting the governance of the association. Directors must make sure that their decisions work to the benefit and protection of property values in general and without consideration of personal interest or gain. Members of the Board are protected by the business judgment rule. “So long as the board acts for the purposes of the cooperative, within the scope of its authority and in good faith, courts will not substitute their judgment for the board’s.”

It is not illegal to err or even cause financial loss or other harm provided that the board
can demonstrate reasonable investigation, consideration, thoroughness, and good business judgment in reaching its decisions. “A complainant must establish that a board acted negligently, willfully in bad faith, outside of its authority, or for discriminatory purposes. The mere fact that a decision turned out to be unwise or incorrect does not make Board members liable for any resulting harm or loss.”10 Board members must be very familiar with the documents of their association, stay informed about association issues, regularly attend meetings, and request that their perspective, opinion and/or decision be recorded in the meeting minutes if and when they disagree with a board’s action.

It is helpful to hold an orientation session for newly elected board members and/or provide each director with specific information about the association. A “Welcome Aboard” manual might include copies of association documents; i.e., bylaws, rules and regulations, budget materials, and minutes of the last three or four board meetings. This might be followed by an orientation session to inform new directors about association practices and procedures, reviewing current contracts, budgets, committee reports, etc.

Association Officers:

Each association’s bylaws specify that the board of directors must elect officers from
among its members at the first meeting following their general election by the membership. This
is the only occasion in either homeowner or condominium associations for which written ballots
or secret voting may be used. The bylaws usually describe the duties of each officer, but often a board defines its officers’ and individual board member’s responsibilities to meet specific needs.

• President – The president is the chief executive officer, or principal officer, of an
association and is responsible for seeing that association business is properly and promptly
transacted. The president presides over meetings of the board and general membership meetings, signs all official documents including Memoranda of Lien (see Chapter 7), and often co-signs checks. The bylaws of an association may specify whether the president votes on each issue, votes only in the case of a tie, or votes at his/her discretion. The president should be a leader, have the ability to delegate authority, be firm but impartial, have a working knowledge of parliamentary procedure, and good common sense. It is important that he/she keeps an open line of communication to residents and is aware of their problems and concerns. The president is perceived as the official representative of the association and must clarify when he/she is speaking for the association and when he/she is speaking as an individual member.

• Vice President – The vice president usually acts in the president’s place whenever the
president is absent, disabled, etc. and may also preside over meetings if the president wishes
to temporarily relinquish his position. A vice president is often assigned special
responsibilities by the president or board; serving as the board’s liaison with committees or
acting as liaison with local government agencies.

• Secretary – The secretary is usually responsible for keeping accurate minutes of board
and general membership meetings and maintaining all official association documents,
membership rosters, correspondence, copies of bids and contracts, etc. The secretary may
also keep the corporate seal and control of its use. The secretary may prepare and send
notices of meetings, prepare the meeting agenda, and obtain information or materials for
association business.

• Treasurer – Some associations require the treasurer to be responsible for some or all the
association’s financial affairs. The treasurer may prepare the annual budget, maintain the
association’s accounting system, collect and disburse funds, prepare financial statements,
collect past-due assessments, make arrangements for an annual audit, and/or prepare and file
tax returns. The treasurer should have professional qualifications in financial matters. Many
associations prefer to retain a CPA, or include financial services in the contracted
responsibilities of a professional association management company.